Exhibit 10h
BELL ATLANTIC SENIOR MANAGEMENT
RETIREMENT INCOME PLAN
Restated as of January 1, 1996
To incorporate amendments with effective dates through December 31, 1995
Table of Contents
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1. STATEMENT OF PURPOSE.............................................................. 1
2. DEFINITIONS....................................................................... 1
"Appeals Committee"............................................................... 1
"Automatic Survivor Annuity" and "Target Automatic Survivor Annuity".............. 1
"Bell Atlantic"................................................................... 1
"Bell Atlantic Company"........................................................... 1
"Beneficiary"..................................................................... 1
"Benefit Commencement Date"....................................................... 1
"Claims Committee"................................................................ 2
"Disability Pension".............................................................. 2
"Final Average Pay"............................................................... 2
"Grantor Trusts".................................................................. 2
"Hostile Change of Control"....................................................... 2
"Mandatory Beneficiary"........................................................... 2
"Mandatory Retirement Age"........................................................ 2
"Mid-Career Pension Plan"......................................................... 2
"Participating Company"........................................................... 2
"Pay"............................................................................. 2
"Paying Agent".................................................................... 3
"Plan"............................................................................ 3
"Plan Administrator".............................................................. 3
"Post-Separation Pension"......................................................... 3
"Prior Plan Document"............................................................. 3
"Qualified Pension Benefits"...................................................... 3
"Qualified Pension Formula Benefits".............................................. 4
"Qualified Pension Plans"......................................................... 4
"Replacement Pay Percentage"...................................................... 4
"Retirement Pension".............................................................. 4
"Senior Manager".................................................................. 4
"Senior Manager LTD Plan"......................................................... 4
"Separation from Service"......................................................... 4
"Separation from Service Date".................................................... 4
"Short Term Incentive Award"...................................................... 4
"Short Term Incentive Plan"....................................................... 4
"Target Single-Sum Death Benefit"................................................. 5
"Target Pension".................................................................. 5
"Totally Disabled" and "Total Disability"......................................... 5
"Years of Service"................................................................ 5
3. PARTICIPATION..................................................................... 5
3.1 Participation................................................................. 5
3.2 Mandatory Retirement Age...................................................... 5
4. TYPES OF PENSION; ELIGIBILITY; FORFEITURE......................................... 6
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page i
4.1 Retirement Pension............................................................ 6
4.1.1 Eligibility................................................................ 6
4.1.2 Benefit Commencement....................................................... 6
4.2 Post-Separation Pension....................................................... 6
4.2.1 Eligibility................................................................ 6
4.2.2 Benefit Commencement; Actuarial Reduction Factors.......................... 6
4.3 Disability Pension............................................................ 7
4.3.1 Eligibility................................................................ 7
4.3.2 Benefit Commencement and Cessation......................................... 7
4.3.3 Disabled Senior Managers Who Wish to Cashout............................... 7
4.3.4 No Accrual During Disability............................................... 7
4.3.5 Conversion to Retirement Pension........................................... 7
4.4 Forfeiture of Benefits........................................................ 7
5. AMOUNT OF PENSION BENEFIT....................................................... 8
5.1 Pension Payable Under This Plan............................................... 8
5.2 Target Pension................................................................ 8
5.3 Replacement Pay Percentage.................................................... 9
5.4 Early Retirement Reduction Factor............................................. 9
5.5 Post-Separation Actuarial Reduction Factor.................................... 9
5.6 No Reduction Of Pension Under Prior Plan Document............................. 9
6. FORM OF BENEFIT................................................................. 10
6.1 Benefit Commencement Dates Prior To December 31, 1995......................... 10
6.2 Benefit Commencement Dates On Or After December 31, 1995...................... 10
6.2.1 Forms of Benefit Determined by Qualified Pension Plans..................... 10
6.2.2 Benefit Commencement Date.................................................. 10
6.2.3 If an Annuity is Elected Under the Qualified Pension Plan.................. 10
6.2.4 Marital Status............................................................. 10
6.3 Monthly Payments.............................................................. 10
6.4 Single-Sum Cashout............................................................ 11
6.4.1 Eligibility for Cashout.................................................... 11
6.4.2 Conversion of Nonqualified Single-Life Annuity to Cashout.................. 11
6.4.3 Subsequent Modification of Cashout Amount.................................. 11
6.4.4 Cashout Elections.......................................................... 12
6.4.5 No Ad Hoc Increases........................................................ 12
6.4.6 When Paid.................................................................. 12
6.4.7 Agreement as a Condition of Cashout........................................ 12
6.4.8 No Effect on Death Benefit Eligibility..................................... 12
6.4.9 Part-Annuity, Part-Cashout................................................. 12
6.4.10 Cashout in Two to Five Annual Installments................................. 12
7. BENEFITS IN THE EVENT OF DEATH.................................................... 13
7.1 Survivor Annuities............................................................ 13
7.1.1 Death Subsequent to Separation from Service................................ 13
7.1.2 Death Prior to Separation from Service..................................... 13
7.1.2(a) Automatic Survivor Annuity........................................... 13
7.1.2(b) Target Automatic Survivor Annuity.................................... 13
7.2 Single-Sum Death Benefits..................................................... 13
7.2.1 General Rule............................................................... 13
7.2.2 Target Single-sum death Benefit............................................ 14
7.2.3 Accidental Death in the Course of Employment............................... 14
7.3 Death While Receiving Short-Term Disability Benefits.......................... 14
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page ii
8. SPONSORSHIP; ADMINISTRATION; AMENDMENT; TERMINATION; CHANGE OF CONTROL............ 14
8.1 Sponsor....................................................................... 14
8.2 Participating Companies....................................................... 15
8.3 Amendment; Termination........................................................ 15
8.4 Protection of Benefits........................................................ 15
8.5 Hostile Change Of Control..................................................... 15
8.6 Plan Administrator............................................................ 15
8.6.1 Express and Implied Powers................................................. 15
8.6.2 Administrative Guidelines.................................................. 15
8.6.3 Authorize Disbursements.................................................... 15
8.7 Determination Of Benefits; Claims; Appeals.................................... 16
8.7.1 Benefit Calculation in the Absence of Claim................................ 16
8.7.2 Notice of Benefit Determination............................................ 16
8.7.3 ERISA Claims Procedures and Deadlines...................................... 16
8.7.4 Exclusive Administrative Remedy for Claims................................. 16
8.8 Service In More Than One Capacity............................................. 16
8.9 Set-Off For Governmental Payments Of Like Kind................................ 16
8.10 Accidental Death; Damage Claims; Release...................................... 16
8.10.1 Releases................................................................... 16
8.10.2 Damage Claims or Suits..................................................... 17
8.10.3 Judgment or Settlement..................................................... 17
8.11 Leaves Of Absence; Breaks In Service.......................................... 17
8.12 Assignment Or Alienation...................................................... 17
9. FUNDING AND PAYMENT OF BENEFITS................................................... 17
9.1 Plan Unfunded................................................................. 17
9.2 Contributions To Grantor Trust................................................ 18
9.3 Paying Agent; Allocation Of Cost; Participating Company Contributions......... 18
9.3.1 Paying Agent.............................................................. 18
9.3.2 Allocation of Accrued Cost and Disbursements.............................. 18
9.3.3 Duty to Reimburse Paying Agent............................................ 18
9.3.4 Bell Atlantic as Secondary Obligor........................................ 18
9.3.5 Participating Companies as Co-Grantors of Grantor Trusts.................. 18
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page iii
1. STATEMENT OF PURPOSE
The purpose of this Plan (which was known prior to January 1, 1989 as the Bell
Atlantic Senior Management Non-Qualified Pension Plan) is to provide
supplementary pension payments to Senior Managers of Bell Atlantic and its
affiliated companies. The Plan provides pension benefits for Senior Managers
with at least five Years of Service (and their Beneficiaries) upon retirement or
upon Separation from Service for certain other reasons. The amount of the
pension benefit under the Plan is based upon factors which take account of Years
of Service and Final Average Pay. The Plan also provides a single-sum death
benefit for active Senior Managers, and for Senior Managers in retiree status
under a Qualified Pension Plan.
This document describes the terms of the Plan, which was comprehensively
redesigned, amended and restated effective January 1, 1989, and as it has been
amended from time to time thereafter through December 31, 1995. This restatement
furthermore incorporates amendments, effective December 31, 1995, which are
intended to cause this Plan to be more compatible with the December 31, 1995
cash balance design amendments of the Bell Atlantic Management Pension Plan
(renamed the Bell Atlantic Cash Balance Plan) and other Qualified Pension Plans
maintained by Bell Atlantic Companies. For Senior Managers with a Separation
from Service Date prior to January 1, 1989, the terms of the Prior Plan Document
shall apply, and for Senior Managers with a Separation from Service Date prior
to December 31, 1995, the terms of this Plan which were in effect on the
Separation from Service Date shall apply.
2. DEFINITIONS
The use in this Plan of personal pronouns of the masculine gender is intended to
include both the masculine and feminine genders.
"Appeals Committee"
means a committee comprised of the Chief Executive Officer, the Plan
Administrator, and such other persons (if any) as the Plan Administrator
may designate from time to time.
"Automatic Survivor Annuity" and "Target Automatic Survivor Annuity"
shall have the meaning stated in Section 7.1.2 hereof.
"Bell Atlantic"
means Bell Atlantic Corporation, a Delaware corporation. Any reference to
the "Board of Directors", the "Human Resources Committee", or to the title
of any officer, shall mean the Board of Directors, the Human Resources
Committee of the Board of Directors, or the respective officer, of Bell
Atlantic.
"Bell Atlantic Company"
means Bell Atlantic and each of its corporate subsidiaries, and each
partnership, in which Bell Atlantic has a direct or indirect 50% or greater
ownership interest.
"Beneficiary"
means the surviving spouse or other designated beneficiary of a Senior
Manager (with respect to the survivor annuity provisions of this Plan), and
the person or persons who may be eligible for a single-sum death benefit
under this Plan.
"Benefit Commencement Date"
shall be the date as of which the benefit under this Plan shall be payable,
which is not to be confused with the first date on which a benefit payment
will be transmitted to the Senior Manager (which will typically occur up to
90 days following the Benefit Commencement Date). For a Senior Manager with
a vested accrued benefit under a Qualified Pension Plan, the Benefit
Commencement Date under this Plan shall automatically be the same date as
the benefit commencement date under the Qualified Pension Plan.
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page 1
"Claims Committee"
means a committee of one or more persons consisting of the Plan
Administrator and such other persons (if any) as the Plan Administrator may
designate from time to time.
"Disability Pension"
shall have the meaning stated in Section 4.3.
"Final Average Pay"
means a Senior Manager's average annual Pay for the five 12-month periods
of highest Pay among the last ten years to and including the calendar year
of the Senior Manager's Separation from Service. The 12-month periods
referred to in the previous sentence may either be a set of five calendar
years or a set of five 12-month periods other than calendar years (where
each such period begins with the same calendar month and ends with the 12th
calendar month thereafter). When determining the amount of Pay in a given
period, reference will be made to the period in which Pay was earned rather
than the period when paid. Pay in the form of a bonus or short term
incentive shall be deemed to have been earned ratably over the months of
the performance period in which the short term incentive was earned. The
fact that certain Pay which has been earned in one period may have been
voluntarily or involuntarily deferred for payment in a later period under
the terms of a qualified or nonqualified deferred compensation plan shall
not alter the period in which the Pay is taken into account for purposes of
Final Average Pay under this Plan.
"Grantor Trusts"
means the one or more trusts described in the Bell Atlantic Rabbi Trust
Agreement and any similar trust agreements to which one or more Bell
Atlantic Companies are parties as co-grantors, and which are designed (i)
to qualify as grantor trusts within the meaning of Sections 671 through 679
of the Internal Revenue Code, and (ii) to satisfy the rules applicable to
so-called "rabbi trusts" as described in rulings and announcements of the
Internal Revenue Service and the Department of Labor.
"Hostile Change of Control"
means a "Hostile Change of Control" as that term is defined in the Bell
Atlantic Management Pension Plan, as it may be amended from time to time.
"Mandatory Beneficiary"
shall have the same meaning as defined under the Bell Atlantic Management
Pension Plan, as it may be amended from time to time.
"Mandatory Retirement Age"
shall have the following meaning (except as otherwise provided by any
applicable state or local law which is not pre-empted by Federal law):
(a) age 65, in the case of any employee who has attained age 65,
and who, for the two-year period immediately prior to his Separation from
Service, is employed as a Senior Manager or in any other bona fide
executive or policy making position and would, in the event of retirement
at such time, be entitled to an immediate retirement benefit of not less
than $44,000 per annum, in the aggregate, from the Qualified Pension Plans,
this Plan, and all other qualified and non-qualified pension, savings and
deferred compensation plans maintained by Bell Atlantic Companies; and
(b) in the case of any other employee, there shall be no
Mandatory Retirement Age.
"Mid-Career Pension Plan"
means the Bell Atlantic Mid-Career Pension Plan, which was frozen as of May
1, 1991, for purposes of any further accruals.
"Participating Company"
shall mean a Bell Atlantic Company which employs one or more Senior
Managers.
"Pay"
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page 2
shall mean the gross amount (before reduction for tax withholding, or for
pre-tax or after-tax contributions to any employee benefit plans) of the
sum of:
(a) the total base recurring salary earned by the Senior Manager
for a period during which he was an employee of one or more Bell Atlantic
Companies; plus
(b) the gross amount of the annual bonus or bonuses earned for a
performance period for services rendered to one or more Bell Atlantic
Companies during (whether such a bonus is awarded in the form of cash or
shares or a combination of cash and shares, without regard to any deferral
of any such award), including
(i) the value of any Short Term Incentive Award earned by
the Senior Manager for performance for a Bell Atlantic Company
during all or part of an annual performance period, and/or
(ii) the value of any other annual bonus (whether such a
bonus is awarded in the form of cash or a combination of cash and
"Options Plus" stock options, without regard to any deferral of any
such award) earned for performance during all or part of a
performance period under any annual incentive plan of a Bell
Atlantic Company (for performance during a period prior to being
designated a Senior Manager).
Solely for purposes of this Section, all references to forms of
remuneration paid by one or more "Bell Atlantic Companies" shall, in the
case of a Senior Manager who is on an approved rotational assignment to
Bell Communications Research, Inc. ("Bellcore"), be deemed to include the
corresponding forms of remuneration earned by the Senior Manager while
employed by Bellcore, but only such remuneration which is earned while the
Senior Manager retains the status of Bellcore rotational.
"Paying Agent"
shall mean Bell Atlantic, or any other Bell Atlantic Company or third-party
entity which is designated by the Plan Administrator from time to time, in
such company's or entity's capacity as agent for the Participating
Companies in the performance of the payroll function of disbursing any and
all benefits which are payable under the terms of this Plan.
"Plan"
shall mean this Bell Atlantic Senior Management Retirement Income Plan, as
it is described herein and as it may be amended from time to time.
"Plan Administrator"
shall mean the Vice President - Human Resources of Bell Atlantic, or, if
that position is not occupied, the incumbent of the most senior executive
position of the Human Resources organization of Bell Atlantic.
"Post-Separation Pension"
shall have the meaning stated in Section 4.2 of this Plan.
"Prior Plan Document"
shall mean the plan document describing the terms of the Bell Atlantic
Senior Management Non-Qualified Pension Plan, as amended and restated as of
January 1, 1986.
"Qualified Pension Benefits"
shall mean the aggregate of the one or more pension benefits actually
payable to a Senior Manager (or, subsequent to a Senior Manager's death, to
his Beneficiaries), before taking account of any applicable taxes, under
the terms of the one or more Qualified Pension Plans in which the Senior
Manager has accrued vested benefits, taking into account all elements of
the pension calculation, including without limitation (i) the form in which
the benefit is being paid, (ii) any early retirement reduction, actuarial
discount, or cash-balance-to-annuity conversion factor which may be
applicable under the terms of the Qualified Pension Plans as of the Benefit
Commencement Date, and (iii) any limitations on the amount which may be
paid from the trust of a Qualified Pension Plan under applicable law
(including by way of example limitations under Code Section 415 and Code
Section 401(a)(17)).
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page 3
"Qualified Pension Formula Benefits"
shall mean the amount of Qualified Pension Benefits which would be payable
to a Senior Manager if the limitations of Code Section 415 did not apply.
Qualified Pension Formula Benefits shall be determined after taking into
account any limitations under applicable law other than Code Section 415,
such as the limitations of Code Section 401(a)(17).
"Qualified Pension Plans"
shall mean the defined-benefit pension plans designed to be qualified under
Section 401(a) of the Internal Revenue Code and sponsored by a Bell
Atlantic Company, whether such plans embody a traditional pension annuity
benefit design or a cash balance design.
"Replacement Pay Percentage"
shall have the meaning stated in Section 5.3 hereof.
"Retirement Pension"
shall have the meaning stated in Section 4.1 of this Plan.
"Senior Manager"
shall mean an active or former employee who is serving or has served as an
officer of one or more Bell Atlantic Companies and who, by resolution
adopted by the Human Resources Committee, has at any time been granted the
status of Senior Manager, unless and until such status is revoked in a
subsequent resolution adopted by the Human Resources Committee. The Human
Resources Committee may, in its sole discretion, revoke Senior Manager
status in the event, and as of the date, of either (a) the demotion or
downgrade of an officer who was then a Senior Manager, or (b) upon the
occurrence of any forfeiture event stated under Section 4.4 hereof;
provided, however, that under no circumstances shall the Human Resources
Committee, or any officer or director of any Bell Atlantic Company, take
any action on or after the occurrence of a Hostile Change of Control to
revoke, or construe as revoked, the Senior Manager status of any person who
had Senior Manager status immediately prior to the Hostile Change of
Control.
"Senior Manager LTD Plan"
means the Bell Atlantic Senior Management Long Term Disability and Survivor
Protection Plan, as it may be amended from time to time.
"Separation from Service"
means the termination of employment of a Senior Manager for any reason,
including, without limitation, retirement, disability, resignation,
discharge, other voluntary or involuntary termination, failure to return to
duty upon recovery from a disability or at the expiration of a recognized
leave of absence or approved rotational assignment, or death, but not
including (i) commencement of an approved leave of absence or rotational
assignment, or (ii) transfer to another Bell Atlantic Company.
"Separation from Service Date"
means, in the event of a Senior Manager's Separation from Service, the
first day following the last day on which a Senior Manager is treated as
being on the payroll of a Bell Atlantic Company as an employee in active
service or on an approved leave or rotational assignment. In the case of a
Senior Manager with a Retirement Pension, the Separation from Service Date
is also referred to as the "pension commencement date". For a former
employee with a right to receive a deferred Post-Retirement Pension, the
pension commencement date means the first day for which a pension benefit
hereunder becomes payable.
"Short Term Incentive Award"
means the amount (if any) awarded to a Senior Manager after the end of an
annual performance period, pursuant to the Short Term Incentive Plan in
which the Senior Manager then participates. The term Short Term Incentive
Award refers to the gross amount earned (before any applicable tax
withholding), whether such amount is distributed when awarded or is
deferred, and whether such award is in the form of cash or stock or a
combination of cash or stock.
"Short Term Incentive Plan"
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page 4
means the Bell Atlantic Senior Management Short Term Incentive Plan
maintained for Senior Managers by the Bell Atlantic Companies.
"Target Single-Sum Death Benefit"
shall have the meaning stated in Section 7.2 hereof.
"Target Pension"
means a pension, expressed as an annual amount calculated in the manner
described in Article 5 of this Plan, which is intended to represent the
total pension benefit for which a Senior Manager is eligible under all
defined-benefit pension plans maintained by Bell Atlantic Companies in
which the Senior Manager participates, including, without limitation,
benefits under this Plan and under the Qualified Pension Plans.
"Totally Disabled" and "Total Disability"
shall have the following meaning: a Senior Manager shall be considered to
be Totally Disabled and to be subject to a Total Disability if, on and
after the completion of the 26- or 52-week period of disability benefits
(whichever is applicable) through the date as of which the Company elected
to terminate the Senior Manager's employment due to disability, the Senior
Manager continues to be disabled as determined by the administrator of the
Bell Atlantic Bell Flex Long Term Disability Plan (or, for a Senior Manager
who is not a participant in that plan, as determined by the administrator
of the long term disability plan of the applicable Bell Atlantic Company in
which the Senior Manager participates).
"Years of Service"
For purposes of benefit accrual under this Plan, except as expressly
limited or stated elsewhere in the Plan, "Years of Service" shall mean the
aggregate (without double counting) of all periods of service for which the
Senior Manager is credited for benefit accrual purposes under the terms of
the one or more Qualified Pension Plans in which the Senior Manager has an
accrued benefit, stated in terms of years and any fraction of a year. Years
of Service shall, in addition (but without double counting), include any
period during which the Senior Manager is employed by any Bell Atlantic
Company which does not at that time participate in a Qualified Pension Plan
(with such service calculated according to the rules of the Bell Atlantic
Cash Balance Plan solely for purposes of determining Years of Service under
this Plan).
For purposes of determining a Senior Manager's "Years of Service" for
purposes of qualifying for a Retirement Pension under this Plan (as
distinct from Years of Service for benefit accrual purposes), the rules
applicable to retirement-eligibility service under the Qualified Pension
Plan(s) in which the Senior Manager participates shall apply.
3. PARTICIPATION
3.1 Participation.
Each Senior Manager shall be a participant in this Plan on and after the date on
which the individual becomes a Senior Manager, and shall remain a participant so
long as he or she retains the status of Senior Manager.
3.2 Mandatory Retirement Age.
Each Senior Manager for whom a Mandatory Retirement Age is applicable under the
definition of that term in Section 2 hereof shall be subject to mandatory
Separation from Service, and shall cease to be eligible for hire in the capacity
of a Senior Manager by any Bell Atlantic Company, on and after the last day of
the month in which such Senior Manager attains the Mandatory Retirement Age
(whether or not he is then eligible for a Retirement Pension or Post-Separation
Pension).
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page 5
4. TYPES OF PENSION; ELIGIBILITY; FORFEITURE.
4.1 Retirement Pension.
4.1.1 Eligibility.
A Senior Manager shall be eligible for a Retirement Pension under this Plan
upon his Separation from Service for any reason other than death, Total
Disability, or cause, if, on his Separation from Service Date, the
following conditions are met:
(i) he is then treated as having the status of a Senior Manager;
and
(ii) he then, either: (A) has a combination of age and years of
service on the Separation from Service Date that equals or exceeds any
of the following combinations:
Age equal to or greater than: Service equal to or greater than:
Any age 30 years
50 25 years
55 20 years
60 15 years
65 10 years
or (B) has attained and accrued a combination of age and retirement
eligibility service which the Human Resources Committee has
determined, in its discretion on a case-by-case basis, constitute
sufficient age and service for that particular Senior Manager to
qualify for an immediate Retirement Pension.
4.1.2 Benefit Commencement.
A Retirement Pension shall commence on the benefit commencement date under
the Qualified Pension Plan.
4.2 Post-Separation Pension.
4.2.1 Eligibility.
A Senior Manager who is not eligible for a Retirement Pension under Section
4.1.1, or who Separates from Service on account of disability but fails to
be eligible for a Disability Pension under Section 4.3, shall be eligible
for a Post-Separation Pension under this Plan in the event of his
Separation from Service for any reason other than death or cause, if, on
his Separation from Service Date, the following conditions are met:
(i) he is then treated as having the status of a Senior Manager;
and
(ii) he has then accrued five years of service for vesting
purposes under the terms of at least one Qualified Pension Plan.
4.2.2 Benefit Commencement; Actuarial Reduction Factors.
(i) A Post-Separation Pension shall commence on the same date as
the benefit commencement date under the Qualified Pension Plan in
which the Senior Manager participates (sometimes referred to herein as
the "pension commencement date"). If the Senior Manager does not
participate in a Qualified Pension Plan or has no vested benefit under
any Qualified Pension Plan, the pension commencement date shall be the
Separation from Service Date.
(ii) In the event that the Benefit Commencement Date occurs prior
to age 65, the Post-Separation Pension shall be subject to actuarial
reduction in accordance with the terms of Section 5.2(b)(ii) and, if
applicable, Section 5.2(c)
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page 6
4.3 Disability Pension.
4.3.1 Eligibility.
A Senior Manager shall be eligible under this Plan for a Disability Pension
in the form of an annuity if, on his Separation from Service Date, the
following conditions are met:
(i) he or she is then treated as having the status of a Senior
Manager;
(ii) he or she has accrued at least 15 Years of Service; and
(iii) his or her employment is terminated by the employing company
on account of disability.
4.3.2 Benefit Commencement and Cessation.
The Benefit Commencement Date for a Disability Pension shall be the benefit
commencement date under the Qualified Pension Plan in which the Senior
Manager participates. A Disability Pension shall cease in the event, and at
the time, that the Senior Manager is found to be no longer Totally
Disabled, at which time the benefit shall convert to a deferred Post-
Separation Pension (with an actuarial reduction based on the individual's
age at the time of commencing the Post-Separation Pension), or an immediate
and unreduced Retirement Pension, depending upon the age and service of the
Senior Manager on the Separation from Service Date.
4.3.3 Disabled Senior Managers Who Wish to Cashout.
If a Senior Manager has elected to cashout 100% of his or her Qualified
Plan Benefit and wishes to cashout some or all of his benefit under this
Plan, the Senior Manager may elect to waive the right to receive a
Disability Pension and to receive instead the Retirement Pension or Post-
Separation Pension which he or she would have been eligible to receive in
the absence of the disability, and the Senior Manager may then elect to
cashout some or all of the Retirement Pension or Post-Separation Pension,
whichever is applicable.
4.3.4 No Accrual During Disability.
Notwithstanding the terms of any Qualified Pension Plan in which a Senior
Manager who is receiving a Disability Pension may be a participant, for
purposes of this Plan, no Years of Service shall accrue on or after the
Separation from Service Date of the Senior Manager, unless the Senior
Manager ceases to be Totally Disabled and is re-employed as a Senior
Manager.
4.3.5 Conversion to Retirement Pension.
A Disability Pension which has commenced at any date prior to the date a
Senior Manager attains age 65 shall convert to a Retirement Pension on the
date he attains age 65.
4.4 Forfeiture of Benefits.
On any date prior to, but in no event at any time after, the occurrence of a
Hostile Change of Control, the Human Resources Committee may, in its sole
discretion, take action to cause to be forfeited all benefits for which a Senior
Manager (and his Beneficiaries) would be otherwise eligible hereunder, under any
of the following circumstances:
(a) the Senior Manager is discharged by his employing company for cause;
(b) the Human Resources Committee determines that the Senior Manager
engaged in misconduct in connection with his employment with a Bell
Atlantic Company; or
(c) the Plan Administrator determines that the Senior Manager has
breached his or her non-compete or proprietary information duties to Bell
Atlantic. In furtherance of the prohibitions of this Plan against engaging
in competitive activities or disclosing proprietary information, the
following additional terms and conditions shall apply:
(i) During the first two years following a Senior Manager's
Separation from Service Date, (1) a cash out under the Plan shall be
available only if the Senior Manager signs a non-compete and
proprietary information agreement, or delivers a copy of a
previously executed agreement of that type which is then in force,
in a form acceptable to the Plan Administrator with the advice of
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page 7
counsel, and (2) neither a cashout shall be paid nor an annuity shall
commence under the Plan unless and until the Senior Manager delivers
both: (a) written information sufficient to enable the Plan
Administrator to determine whether the Senior Manager's subsequent
career plans or commitments will violate the applicable non-compete
rule, and (b) an agreement to provide timely notice of any changed
circumstances during the ensuing two years.
(ii) In addition to, and apart from, the Plan Administrator's
existing discretion to cause a forfeiture of a Senior Manager's
pension if he or she violates the applicable non-compete rule, the
Plan Administrator with the advice of counsel and the concurrence of
the Chairman of the Human Resources Committee shall have the
discretion, for up to two years, to suspend a Senior Manager's
eligibility to cash out the benefit or commence an annuity under this
Plan if the Senior Manager does not fully comply with applicable
requirements of paragraph "(i)", or if there is evidence that further
investigation would show that the Senior Manager is seeking to, or
has, become involved with employment or business activities contrary
to the applicable non-compete rule.
(iii) For purposes of this Plan, the definitions of prohibited
competitive activities and prohibited disclosure of proprietary
information shall be as stated in the terms and conditions of the form
of non-compete and proprietary information agreement generally
applicable to newly hired and promoted Senior Managers, as that form
of agreement may exist on the Separation from Service Date; provided,
however, that, for a Senior Manager who, on the Separation from
Service Date, is subject to a previously executed non-compete and
proprietary information agreement which then remains in force, the
applicable definitions for purposes of this Plan shall be as stated in
such prior agreement; provided, however, that nothing in this
paragraph is intended to negate the provisions of the previous two
paragraphs.
5. AMOUNT OF PENSION BENEFIT
5.1 Pension Payable under this Plan.
On a Senior Manager's Benefit Commencement Date the non-qualified pension
benefit payable under this Plan (expressed as an annuity of the form applicable
to the Senior Manager's benefit) shall be equal to the Senior Manager's Target
Pension (expressed as an annuity of the applicable form), minus the Senior
-----
Manager's Qualified Pension Benefits (expressed as an annuity of the same form).
In the case of a Senior Manager whose pension benefit under this Plan is being
partly or fully paid in the form of a cashout, the "annuity of the applicable
form" for purposes of the previous sentence shall be a single-life annuity
commencing on the Benefits Commencement Date; and, in such a case, the non-
qualified single-life annuity benefit determined under the previous sentence
shall then be converted to a cashout in accordance with the rules of Section 6.4
of this Plan.
5.2 Target Pension.
On the Benefit Commencement Date, a Senior Manager's Target Pension (expressed
as an annuity of the form applicable to the Senior Manager) shall be equal to
the greater of the Senior Manager's Qualified Pension Formula Benefits
(expressed as an annuity of the same form), or:
(a) the product of:
(i) the Replacement Pay Percentage, times
(ii) Final Average Pay;
(b) reduced (except in the case of a Disability Pension annuity) by:
-------
(i) any applicable early retirement reduction factor under Section
5.4, in the case of a Retirement Pension; or
(ii) any applicable actuarial reduction factor under Section 5.5,
in the case of a Post-Separation Pension; and
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page 8
(c) if the benefit is paid in any form of annuity other than a single
life annuity, the portion of the benefit that is paid in that form shall be
further reduced by the applicable factor which, under the terms of the
---------------
Qualified Pension Plan, is to be used to convert a single life annuity to
an annuity of the applicable form.
The benefit calculated in paragraphs (a) through (c) of this Section shall be
subject to adjustment based on any modification of the Target Pension if the
Senior Manager's Final Average Pay increases due to any benefit-bearing Pay (for
example, a Short Term Incentive Award) that is awarded to the Senior Manager
after the Benefit Commencement Date.
5.3 Replacement Pay Percentage.
A Senior Manager's Replacement Pay Percentage shall be measured as of his
Separation from Service Date, and shall be equal to the sum of:
(a) two percentage points (2%) for each of his first 20 Years of Service;
(b) one and a half percentage points (1.5%) for each of his next 10 Years
of Service; plus
(c) one percentage point (1%) for each of his next 5 Years of Service;
and
(d) no further percentage points for any additional Years of Service
thereafter.
For a Senior Manager with less than 35 Years of Service, where the Senior
Manager has accrued a fraction of a Year of Service in addition to a whole
number of years, then such Senior Manager shall be credited with the product of
(i) that fraction, times (ii) the number of percentage points that would be
credited for the next full year.
5.4 Early Retirement Reduction Factor.
The early retirement reduction factor which is applicable to a Senior Manager's
Retirement Pension shall be equal to the product of:
(a) five percent (5%), times
(b) the number of years and fraction of a year by which the Separation
from Service Date precedes the date on which the Senior Manager attains age
60, where the "fraction of a year" is measured in twelfths based on the
number of full (not partial) months;
provided, however, that the Human Resources Committee may, in its sole
discretion on a case-by-case basis, waive all or any portion of the early
retirement reduction which would otherwise apply to a Senior Manager.
5.5 Post-Separation Actuarial Reduction Factor.
In the case of a Post-Separation Pension in the form of an annuity which
commences at any time prior to the date on which the Senior Manager attains age
65, the actuarial reduction factor shall be determined with reference to the
Benefit Commencement Date for the Post-Separation Pension, based on interest
rates and mortality factors prescribed by the Federal legislation commonly known
as "GATT", namely, the yield on 30-year U.S. Treasury bonds and 1983 Group
Annuity Mortality (GAM 83) factors, determined under the rules in effect as of
the Benefit Commencement Date under the Qualified Pension Plan in which the
Senior Manager participates. In the case of a Post-Separation Pension commencing
on or after the date the Senior Manager attains age 65, the actuarial reduction
factor shall be zero. Notwithstanding any other provision of this Section 5.5,
the Human Resources Committee may, in its sole discretion on a case-by-case
basis, waive all or any portion of the actuarial reduction which would otherwise
apply to a Senior Manager whose Post-Separation Pension has commenced, or will
commence, prior to age 65.
5.6 No Reduction of Pension under Prior Plan Document.
Notwithstanding any other provision of this Plan, the Target Pension under
Section 5.2 of this Plan, for which a Senior Manager is eligible as a
consequence of his actual Separation from Service at any time on or after
January 1, 1989, shall not be less, when expressed as a benefit in the form of a
single-life annuity, than the aggregate pension amount (expressed as a single-
life annuity) to which he would have been entitled if he had a Separation from
Service Date of December 31, 1988, taking into account the Years of Service and
compensation history he had then
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page 9
accrued (including the actual Short-Term Incentive Award for performance in
1988), and the age he had then attained, under the December 31, 1988 pension
formulas of the Qualified Plans, the Mid-Career Pension Plan, the non-disability
provisions of the Senior Manager LTD Plan, and the Prior Plan Document.
6. FORM OF BENEFIT.
6.1 Benefit Commencement Dates Prior to December 31, 1995.
In the case of a Senior Manager who has a Benefit Commencement Date prior to
December 31, 1995, the available forms of benefit shall be those described in
the version of this Plan which was in effect on the Benefit Commencement Date.
6.2 Benefit Commencement Dates On or After December 31, 1995.
6.2.1 Forms of Benefit Determined by Qualified Pension Plans.
With the exception of the cashout forms of benefit described in Section 6.4
and the method for calculating the amount of the cashout as described in
that Section, the annuity forms of benefit which a Senior Manager may elect
under this Plan shall be precisely the same forms of benefit (calculated in
the same manner) as the forms of annuities offered as of the Benefit
Commencement Date under the terms of the Qualified Pension Plan in which
the Senior Manager participates.
6.2.2 Benefit Commencement Date.
The Benefit Commencement Date under this Plan shall automatically be the
benefit commencement date for the Qualified Pension Benefit payable to the
Senior Manager. The Benefit Commencement Date for a survivor annuity under
this Plan shall automatically be the benefit commencement date for the
Qualified Pension Benefit applicable to the survivor annuitant.
6.2.3 If an Annuity is Elected Under the Qualified Pension Plan.
For a Senior Manager (or survivor annuitant) who elects to receive his or
her Qualified Pension Benefit in whole or in part in the form of an
annuity, any portion of the pension benefit payable as an annuity under
this Plan shall automatically be payable as an annuity of exactly the same
form as the annuity benefit payable to the Senior Manager (or his or her
survivor annuitant) under the Qualified Pension Plan. Under this Plan, the
method used to convert a single-life annuity to an annuity of any other
form shall be the method which is in effect under the terms of the
applicable Qualified Pension Plan as of the Benefit Commencement Date. For
a Senior Manager who elects to receive his or her Qualified Pension Benefit
in the form of a joint and survivor annuity, the designated survivor
annuitant under this Plan shall automatically be the same survivor
annuitant designated for the Qualified Pension Benefit.
6.2.4 Marital Status.
For purposes of this Plan, the Plan Administrator may require a Senior
Manager or a person purporting to be a Beneficiary to present, and the Plan
Administrator may rely upon without any duty to further investigate, any
official documentary evidence of civil law marital status, such as a
marriage certificate or record of marriage, or a court order or other
record of divorce, issued by a court or governmental unit. Common law
marriage shall not be recognized for purposes of this Plan.
6.3 Monthly Payments.
Pension benefits in the form of an annuity shall be payable in monthly
installments. The Plan Administrator shall endeavor to ensure that the annual
Target Pension amount for any annuity is paid, as nearly as practicable, in
twelve approximately equal monthly installments. The Plan Administrator may
elect to cause the Paying Agent to pay a constant portion of each monthly
installment from company assets under this Plan and to cause the trustee of the
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page 10
Qualified Pension Plans to pay a complementary constant portion from the
applicable qualified trust. Alternatively, the Plan Administrator may cause said
trustee to pay the first installments in each calendar year from the Qualified
Pension Plan (or Plans) until the amount payable under the Qualified Pension
Plan(s) reaches the applicable limit under the terms of the Qualified Pension
Plan(s) or applicable tax law, and to cause the Paying Agent to pay the
remaining installments for the year from company assets under this Plan.
6.4 Single-Sum Cashout.
6.4.1 Eligibility for Cashout.
If, but only if, a Senior Manager elects to receive his or her Qualified
Pension Benefit in whole or in part in the form of a cashout, the Senior
Manager shall be eligible to elect to receive the nonqualified pension
benefit under Section 5.1 of this Plan either in whole or in part in the
form of a cashout as described in this Section 6.4; provided, however, that
a Senior Manager who is eligible for a Disability Pension may elect a
cashout only under the circumstances described in Section 4.3.3.
6.4.2 Conversion of Nonqualified Single-Life Annuity to Cashout
The nonqualified benefit described in Section 5.1, expressed as a single
life annuity, may be converted to a single-sum cashout, as follows:
(i) As of the Benefit Commencement Date, determine the
nonqualified benefit payable to the Senior Manager under Section
5.1, where both the Target Benefit under this Plan and the accrued
benefit under the Qualified Pension Plan are expressed in the form
of an immediate single life annuity. The term "Nonqualified Single
Life Annuity" shall mean the difference (expressed as an immediate
single life annuity) resulting from subtracting (A) the Qualified
Plan Benefit expressed as an immediate single life annuity, from (B)
the Target Benefit under this Plan expressed as an immediate single
life annuity; provided, however, that any negative difference shall
be disregarded. In the case of a Senior Manager who is eligible for
a Retirement Pension, the annuity described in clause "(B)" of this
paragraph shall take account of the applicable early retirement
reduction factors of Section 5.4 of this Plan. In the case of a
Senior Manager who is not eligible for a Retirement Pension, the
annuity described in clause "(B)" of this paragraph shall be
determined by converting the Target Benefit in the form of a single
life annuity commencing at age 65 to an immediate annuity by
applying the same actuarial assumptions and mortality factors as
those which are used, as of the Benefit Commencement Date, for
determining an immediate single life annuity under the Qualified
Pension Plan.
(ii) Determine the present value of the Nonqualified Single Life
Annuity, as of the Benefit Commencement Date, by determining the
present value of a stream of monthly payments equal to the
Nonqualified Single Life Annuity over a number of years then equal
to the Senior Manager's life expectancy, without reference to any
hypothetical future ad hoc increase or any hypothetical future
adjustment in the limitations under Section 415 of the Internal
Revenue Code.
(iii) For purposes of calculating the present value in "(ii)", use
a present value discount rate equal to 100% of the PBGC rate for the
calendar month prior to the month in which the day prior to the
Benefit Commencement Date occurs; and use life expectancy
assumptions which are reasonably representative of broad-based
employee mortality experience, as determined by the Plan
Administrator with the advice of the Treasurer of Bell Atlantic.
6.4.3 Subsequent Modification of Cashout Amount.
The cashout calculated in Section 6.4.2 shall be subject to adjustment
based on any modification of the Target Pension that is caused by any
benefit-bearing Pay awarded to the Senior Manager after the Separation from
Service Date.
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page 11
6.4.4 Cashout Elections.
A cashout election shall be made in accordance with rules and procedures
substantially similar to those under the Qualified Pension Plan. A cashout
election may be revoked until the Benefit Commencement Date. For a Senior
Manager who is married on the Benefit Commencement Date, a cashout may not
be elected without the signed consent of the spouse on a form approved by
the Plan Administrator.
6.4.5 No Ad Hoc Increases.
A Senior Manager who receives a cashout shall have no right to receive any
ad hoc pension increase under this Plan at any time.
6.4.6 When Paid.
Any portion of the benefit which the Senior Manager elects to receive as a
cashout shall be payable in full, as soon as practicable, and not later
than 60 days following the Benefit Commencement Date, and no actuarial
adjustment (akin to interest) shall be applicable to such a cashout for the
period from the Benefit Commencement Date to the date actually paid.
6.4.7 Agreement as a Condition of Cashout.
As a condition to receiving a benefit in the form of a cashout, a Senior
Manager must sign a document, in a form satisfactory to the Plan
Administer, as described in the non-compete and proprietary information
provisions of Section 4.4(c) of this Plan.
6.4.8 No Effect on Death Benefit Eligibility.
An election of a benefit in the form of a cashout shall have no effect on
subsequent eligibility for a single-sum death benefit under Section 7.2 of
this Plan.
6.4.9 Part-Annuity, Part-Cashout.
A Senior Manager who is eligible under the terms of Section 6.4.1 may, with
the written consent of his or her spouse (if any), elect within the 90 days
ending on the Benefit Commencement Date to receive any percentage (from 0%
to 100%) of the nonqualified pension benefit under this Plan in the form of
a cashout, with the remainder (if any) to be paid in any one of the forms
of annuity described under the terms of the Senior Manager's Qualified
Pension Plan then in effect.
6.4.10 Cashout in Two to Five Annual Installments.
In lieu of a single-sum cashout, a Senior Manager who qualifies for a
Retirement Pension at the time of his or her eventual retirement, may elect
in writing, not later than 12 months prior to the Senior Manager's
subsequent actual Benefit Commencement Date, to a benefit distribution
alternative which the Plan Administrator determines to be the actuarial
equivalent of the single-sum cashout described in Section 6.4.2, but which
is payable in two, three, four or five annual installments. For a Senior
Manager who wishes to have an opportunity on the Benefit Commencement Date
to receive a distribution in two to five annual installments, the written
election described in the first sentence of this paragraph must identify
which of the annual installment options (i.e., two, or three, or four, or
five annual installments) the Senior Manager wishes to reserve as an
alternative available to him or her at the time of the Benefit Commencement
Date. Within the 90-day period ending in the Benefit Commencement Date, if
the Senior Manager's Qualified Pension Benefit is payable 100% as a
cashout, the Senior Manager who had previously tendered such a timely prior
written notice may then elect either the previously earmarked form of
installment distribution, or an annuity of a type then available under the
terms of the Senior Manager's Qualified Pension Plan then in effect. If,
instead, the Qualified Pension Benefit is payable as an annuity, the
nonqualified pension benefit under this Plan shall be paid as an annuity of
the same form.
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page 12
7. BENEFITS IN THE EVENT OF DEATH
7.1 Survivor Annuities.
7.1.1 Death Subsequent to Separation from Service.
To the extent provided under the terms of Article 6, in the event of the
death of a Senior Manager with a Retirement, Post-Separation or Disability
Pension benefit in the form of a joint and survivor annuity hereunder, who
dies subsequent to his or her Benefit Commencement Date, the designated
survivor annuitant (if the designated annuitant survives the deceased),
shall be entitled to the applicable survivor annuity in accordance with the
same terms and conditions which apply to a benefit of the same form under
the Qualified Pension Plan.
7.1.2 Death Prior to Separation from Service.
7.1.2(a) Automatic Survivor Annuity.
In the event of the death, prior to the Benefit Commencement Date of
a person who is a Senior Manager and has accrued a vested benefit
under this Plan on his date of death, and who is survived by a
person who is then his Spouse, said surviving Spouse shall be
entitled to an Automatic Survivor Annuity in an amount which, when
expressed as a single-life annuity for the life of the surviving
Spouse, is equal to the Target Automatic Survivor Annuity (expressed
as a single-life annuity) less any survivor's annuity benefit or
----
death beneficiary's cash balance benefit (expressed as a single-life
annuity) which is actually payable to the designated beneficiary
under the Senior Manager's Qualified Pension Plan.
7.1.2(b) Target Automatic Survivor Annuity.
The Target Automatic Survivor Annuity shall be an annuity,
commencing on the day after the date of death of the Senior Manager,
and payable for the life of the surviving spouse, in an annual
amount equal to the greater of:
(A) 15% of the Target Single-Sum Death Benefit calculated under
Section 7.2.2, which is occasioned by the Senior Manager's death; or
(B) 50% of the Target Pension for which the Senior Manager would
have been eligible (if any) if he had Separated from Service on his
date of death with a joint and 50% survivor annuity (calculated to
take account of a 10% joint and survivor annuity reduction factor),
and with either of the following (whichever, if any, is applicable):
(1) an immediate Retirement Pension, if he then had
sufficient age and service to qualify for that form of
benefit, and such pension shall not be reduced by any
otherwise applicable early retirement reduction factor; or
(2) if clause "(1)" above does not apply but the Senior
Manager has accrued at least five years of vesting service
under the Qualified Pension Plan, a Post-Separation Pension
commencing on the date of death, where such pension (when
expressed in the form of a single life annuity) shall not be
reduced by any otherwise applicable actuarial reduction
factor.
7.2 Single-Sum Death Benefits.
7.2.1 General Rule.
In the event of the death of a Senior Manager before his Separation from
Service, or, in the event of a death at any time after the Separation from
Service of a Senior Manager who had sufficient age and service to qualify
for a Retirement Pension at the time of his or her Separation from Service
Date, a single-sum death benefit shall be payable under this Plan to the
Senior Manager's Mandatory Beneficiary in an amount equal to the Target
Single-Sum Death Benefit described in paragraph (b) below, less the total
----
amount (if any) of
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page 13
all single-sum death benefits payable under the terms of one or more
Qualified Pension Plans (referred to in such plans as "1991 Death
Benefits") as a consequence of the death of the Senior Manager. Except
for a death benefit under Section 7.2.3 (if applicable), no death benefit
shall be payable under this Section 7.2 as a consequence of the death of a
Senior Manager whose first employment commencement date with any Bell
Atlantic Company occurred after April 1, 1991.
7.2.2 Target Single-sum death Benefit.
The "Target Single-sum death Benefit" shall be the sum of:
(i) either of the following (whichever is applicable):
------
(a) the gross amount of the last Short Term Incentive
Award for the last full 12-month performance period for
which a Short Term Incentive Award was awarded to the Senior
Manager, but in no event for any performance year later than
1990, or
--
(b) in the case of an employee who was promoted to Senior
Manager status after January 1, 1991, for whom paragraph (a)
above is not applicable, the amount of the standard award
under the Short Term Incentive Plan for a hypothetical
Senior Manager employed at the same salary grade as the
deceased Senior Manager and serving in that status for the
full 1990 performance year;
plus
(ii) the annualized rate of the recurring base salary which was
actually being earned by the Senior Manager on the earlier of (A)
December 31, 1991, or (B) in the case of a death after the Separation
from Service Date, the annualized rate earned by the Senior Manager on
the day prior to the Separation from Service Date.
7.2.3 Accidental Death in the Course of Employment.
In the event that a Senior Manager dies, prior to his Separation from
Service for any other reason, as a consequence of a "job-related accidental
injury" (as such term is then interpreted under the terms of the Bell
Atlantic Management Pension Plan), a single-sum death benefit shall be
payable under this Plan to the Senior Manager's Mandatory Beneficiary in an
amount equal to three times the Target Single-sum death Benefit described
-----------
in paragraph (b) above (but without reference to the December 31, 1991
limitation date), less the amount (if any) of the total single-sum death
----
benefits payable to him under the Qualified Pension Plans.
7.3 Death While Receiving Short-Term Disability Benefits.
In the event of the death of a Senior Manager who was receiving short-term
disability benefits on the date of death, and who would have been eligible for a
Disability Pension if he or she had lived long enough to exhaust the 26-week or
52-week disability benefit period that is a prerequisite for a Disability
Pension, the Plan Administrator shall determine pension benefits under this Plan
as though the Senior Manager had expired the short-term disability period on the
day prior to his or her death, thereby qualifying for a Disability Pension, and
then died on the following day. A Senior Manager who is receiving short-term
disability benefits and who is eligible to retire, may retire without forfeiting
eligibility to continue receiving sickness benefits (subject to continuing to
comply with the terms of the short-term disability plan), and the Senior Manager
shall be eligible to submit a written election of the form of benefit under this
Plan upon tendering his or her written election to retire.
8. SPONSORSHIP; ADMINISTRATION; AMENDMENT;
TERMINATION; CHANGE OF CONTROL.
8.1 Sponsor.
Bell Atlantic is the sponsor of the Plan.
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page 14
8.2 Participating Companies.
Each Participating Company shall (i) bear its allocated share of the expenses,
and contribute its allocated share of disbursements, as described in Article 9
of the Plan, (ii) conform to the terms of the Plan, as they may be amended from
time to time, and (iii) accede to the authority exercisable hereunder by Bell
Atlantic and its officers, the Human Resources Committee, the Plan
Administrator, and the Claims and Appeals Committees.
8.3 Amendment; Termination.
Subject to the terms of Sections 8.4 and 8.5 hereof, and with or without advance
notice to Senior Managers and their Beneficiaries:
(a) the Human Resources Committee may, in its sole discretion at any
time prior to the occurrence of a Hostile Change of Control, amend the Plan
in any manner which it deems appropriate, and may terminate the Plan; and
(b) the Plan Administrator, with the advice of counsel, may amend the
Plan in any manner which has no effect on the amount or rate of accrual of
benefits, or eligibility to receive a benefit, under the Plan.
8.4 Protection of Benefits.
No amendment or termination of the Plan, and no cessation of participation by
any Participating Company, shall cause any vested, accrued pension benefit
hereunder to be reduced below the dollar value of such benefit as it existed
immediately prior to such amendment, withdrawal or termination; provided,
however, that nothing in this Section 8.4 is intended to curtail the right and
authority of the Human Resources Committee, at any time prior to the occurrence
of any Hostile Change of Control, to amend either the terms of the Plan which
describe conditions which may result in a revocation of Senior Manager status,
or the terms of Section 4.4 (pertaining to events of forfeiture), and from time
to time thereafter, but prior to any Hostile Change of Control, to apply and
enforce such amended terms.
8.5 Hostile Change of Control.
During the five-year period commencing on the date of any Hostile Change of
Control and terminating on the fifth anniversary of such date, none of the terms
of the Plan may be amended in any manner which affects the amount or rate of
accrual of benefits, the form or timing of, or eligibility for, benefits, or the
conditions under which Senior Manager status may be revoked or a benefit may be
forfeited, in the absence of the approval of a two-thirds majority of all Senior
Managers.
8.6 Plan Administrator.
8.6.1 Express and Implied Powers.
The Plan Administrator shall have the specific powers granted to the Plan
Administrator under the terms of this Plan and shall have such other powers
as may be necessary in order to enable the Plan Administrator to administer
the Plan, except for the powers specifically reserved in this Plan to
others.
8.6.2 Administrative Guidelines.
The Plan Administrator may establish such administrative guidelines as he
determines are necessary and appropriate for the administration of the
Plan, and may amend such guidelines from time to time in his sole
discretion.
8.6.3 Authorize Disbursements.
The Plan Administrator shall have the authority (and may delegate to one or
more other persons the authority) to authorize disbursements by the Paying
Agent to pay benefits under this Plan.
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Bell Atlantic Senior Management Retirement Income Plan (1/1/96) Page 15
8.7 Determination of Benefits; Claims; Appeals.
8.7.1 Benefit Calculation in the Absence of Claim.
Upon the occurrence of any event entitling a Participant or Beneficiary to
a benefit under the Plan, except in the case of a death of a Participant
subsequent to his Separation from Service, no application for a benefit is
required. Upon the occurrence of any such event which requires no
application, or upon receipt of notice of the death of a separated Senior
Manager, the Plan Administrator shall determine the amount, form and timing
of the benefit which is payable, and the person or persons to whom payable.
8.7.2 Notice of Benefit Determination.
The Plan Administrator shall provide notice in writing to a Participant or
Beneficiary (whichever is applicable), stating the amount, form and timing
of the benefit, or the reason for any denial or forfeiture of any benefits.
8.7.3 ERISA Claims Procedures and Deadlines.
In the event that a Participant or Beneficiary believes that a benefit has
been incorrectly determined or denied, a written claim may be addressed to
the Vice President Human Resources of Bell Atlantic and delivered to the
attention of the Plan Administrator. Each claim with respect to benefits
under the Plan shall be decided by the Vice President Human Resources, and
any appeal from any such claim shall be fully and fairly reviewed by the
Human Resources Committee, all in conformity with the rules of Section 503
of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). This Plan hereby grants those claims and appeals adjudicators
full discretion to make findings of fact, to interpret the Plan, and to
resolve disputes. Those adjudicators of claims and appeals shall, when
performing those duties, exercise the duties of a fiduciary in accordance
with the terms of ERISA. A claim may be denied if not filed within the
statute of limitations for a contract dispute in the Commonwealth of
Virginia, and appeal rights shall be exhausted if an appeal is not
submitted within 60 days of the date the individual is notified of the
denial of a claim.
8.7.4 Exclusive Administrative Remedy for Claims.
The claims and appeals adjudicators shall determine conclusively for all
parties all issues and disputes with respect to benefits under, or the
administration of, the Plan.
8.8 Service in More than One Capacity.
Any person may serve in more than one capacity with respect to the Plan.
8.9 Set-Off for Governmental Payments of Like Kind.
In the event that a Senior Manager (or any of his Beneficiaries) is awarded a
payment or series of payments under the laws applicable to Workers Compensation,
or under any other governmental program, in a case in which the Claims Committee
determines that such award is of the same general character, or is granted on
account of the same disabling accident or illness, as a benefit provided by the
Plan, then the Claims Committee may direct that the amount of the associated
benefit otherwise payable under the Plan shall be reduced dollar for dollar by
the amount of the governmentally prescribed payment or payments; provided,
however, that no benefit payable under this Plan shall be reduced by reason of
any governmental benefit or pension payable on account of military service or by
reason of any benefit which the recipient receives under the Social Security
Act.
8.10 Accidental Death; Damage Claims; Release.
8.10.1 Releases.
In case of an accident resulting in the death of a Senior Manager which
entitles his Beneficiaries to an annuity or single-sum death benefit under
this Plan, all such Beneficiaries shall, prior to the payment of any such
benefits, sign a release in a form satisfactory to the Plan Administrator,
releasing all Bell Atlantic
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Companies, and their directors, officers, and employees, from all claims
and demands, whether statutory, contractual or under the common law of
torts, which the Senior Manager and his Beneficiaries had or may have had
against them, other than for benefits under this Plan or any other employee
benefit plan, on account of such accident.
8.10.2 Damage Claims or Suits.
Should a claim for damages, other than a claim for benefits under the Plan
or any other employee benefit plan, be presented, or a suit brought,
against any Bell Atlantic Company or the directors, officers, or employees
of any such company, for damages on account of death of a Senior Manager,
no single-sum death benefit shall be payable under Section 7.2 of the Plan
on account of such death except as provided under paragraph (c) below;
provided, however, that the Claims Committee may in its discretion and upon
such terms as it may prescribe, waive this provision if all such claims for
damages are withdrawn, or if such suit is discontinued.
8.10.3 Judgment or Settlement.
In case any judgment for damages is recovered against any Bell Atlantic
Company or its directors, officers or employees, or any settlement is made
of any claim or suit on account of the death of a Senior Manager, and the
amount of damages paid to the Beneficiaries who would have received
benefits under the Plan is less than the value of benefits which would
otherwise have been payable under the Plan, the difference between the two
amounts may, in the discretion of the Claims Committee, be distributed to
such Beneficiaries.
8.11 Leaves of Absence; Breaks in Service.
For purposes of this Plan, the various categories of approved leaves of absence
and rotational assignments, and breaks in service of various durations, shall be
defined and administered in the same manner as is set forth in the Qualified
Pension Plan in which the Bell Atlantic Company that then employs the Senior
Manager participates, and as set forth in any other plan, program or practice of
said employing company, at the time of the applicable event.
8.12 Assignment or Alienation.
Assignment or alienation of pensions or other benefits under this Plan will not
be permitted or recognized, except as may be required by any applicable law
which is not preempted by federal law applicable to employee benefits.
9. FUNDING AND PAYMENT OF BENEFITS
9.1 Plan Unfunded.
Nothing in this Plan shall be interpreted or construed to require Bell Atlantic
in any manner to fund any obligation to the Senior Managers and Beneficiaries
hereunder. Nothing contained in the Plan or in any trust agreement governing any
Grantor Trust, and no action taken hereunder or thereunder shall create, or be
construed to create, a "trust" (as that term is construed under Title I of
ERISA) or a trust in which the portion of the trust assets held for the account
of a Bell Atlantic Company as co-grantor is exempt from the claims of the
general creditors of such co-grantor in the event of such co-grantor's
bankruptcy or insolvency. Any assets which may be accumulated by any
Participating Company in order to meet its obligations under this Plan shall for
all purposes continue to be a part of the general assets of such Participating
Company. To the extent that any Senior Manager or Beneficiary acquires a right
to receive payments from the Paying Agent under this Plan for which any
Participating Company is ultimately liable, such rights shall be no greater than
the rights of any unsecured general creditor of the applicable Participating
Company.
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9.2 Contributions to Grantor Trust.
In the event that Bell Atlantic, or the officer or officers who have been
delegated the appropriate authority by the Board of Directors, determine that it
would be desirable to set aside assets in one or more Grantor Trusts, in an
amount (the "Grantor Amount") which shall be less than or equal to the
accumulated benefit obligations of all Bell Atlantic Companies to participants
under the one or more plans covered by such Grantor Trust or Trusts, each
Participating Company shall contribute, in the manner and in the amount then
prescribed by Bell Atlantic or its delegatees, its allocated share of the
Grantor Amount.
9.3 Paying Agent; Allocation of Cost; Participating Company Contributions.
9.3.1 Paying Agent.
Commencing January 1, 1989, for Senior Managers and Beneficiaries whose
benefits had commenced prior to that date and for those whose benefits
commence on or after that date, the Paying Agent shall act as the agent for
the Plan and its Participating Companies, and in that capacity the Paying
Agent shall have a fiduciary duty to each Senior Manager and Beneficiary to
disburse all benefits to Senior Managers and Beneficiaries, at the time
when due and in the amount then payable under the terms of the Plan.
9.3.2 Allocation of Accrued Cost and Disbursements.
On and after January 1, 1989, the Plan Administrator, with the advice of
the officers of Bell Atlantic who have responsibility for legal, treasury
and accounting matters, shall establish and maintain cost allocation
guidelines which shall govern the allocation of accrued expenses under the
Plan for financial accounting purposes, and the allocation of the amounts
by which Participating Companies are obligated to reimburse the Paying
Agent for disbursements of benefits and other expenditures under the Plan.
Such guidelines shall be established in a manner which allocates to each
Participating Company its reasonable and appropriate share of the direct
benefit cost (and any associated administrative cost) of the Plan.
9.3.3 Duty to Reimburse Paying Agent.
At the times, and in the amounts determined under Section 9.3.2 above, each
Participating Company shall remit to the Paying Agent the reimbursements
allocated to it, either by a direct remittance to the Paying Agent, or via
an intermediary.
9.3.4 Bell Atlantic as Secondary Obligor.
With respect to benefits disbursed by the Paying Agent under this Plan to a
Senior Manager (or his Beneficiaries), the obligation to reimburse the
Paying Agent shall be the principal obligation of the Bell Atlantic Company
or Companies for which the Senior Manager rendered service while serving in
the status of a Senior Manager. Bell Atlantic, as Plan sponsor and as a
direct or indirect beneficiary of the value of the services rendered by a
Senior Manager, shall have a secondary obligation to reimburse the Paying
Agent for any such disbursements in the event, and to the extent, of the
failure of any principal obligor to honor such obligation. In the event of
such a default by a Participating Company with a principal obligation to
reimburse the Paying Agent, Bell Atlantic shall reimburse the Paying Agent
for any defaulted amounts and ensure that the full benefit under the Plan
is paid by the Paying Agent to all rightful Senior Managers and
Beneficiaries as and when due. In such a case, Bell Atlantic may, in its
sole discretion, release the defaulting company for some or all of the
defaulted amount. Moreover, in the event of the sale of the stock, or
substantially all of the assets, of a Participating Company, Bell Atlantic
may in its sole discretion release said company from its contingent
principal obligations to the Paying Agent under this Plan, and substitute
itself as the principal obligor for such company's allocated share of costs
under this Plan.
9.3.5 Participating Companies as Co-Grantors of Grantor Trusts.
In the event, and in each and every instance, that Bell Atlantic elects in
its sole discretion to transfer assets to one or more Grantor Trusts, each
Participating Company shall promptly reimburse Bell Atlantic in an
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amount equal to such company's allocated share of the amount transferred,
determined in the manner described in Section 9.3.2 hereof.
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